WASHINGTON COUNTY PUBLIC IMPROVEMENT PROJECTS

STANDARD GENERAL CONDITIONS

Revised 2024-05-29 Page 1

Table of Contents

1. DEFINITIONS/GENERAL PROVISIONS

1.1. DEFINITION OF TERMS

1.2. SCOPE OF WORK

1.3. INTERPRETATION OF DOCUMENTS

1.4. EXAMINATION OF PLANS, SPECIFICATIONS, AND SITE OF WORK

1.5. INDEPENDENT CONTRACTOR STATUS

1.6. RETIREMENT SYSTEM STATUS

1.7. GOVERNMENT EMPLOYMENT STATUS

2. ADMINISTRATION OF THE CONTRACT

2.1. CONTRACTOR'S RESPONSIBILITY TO MITIGATE IMPACTS

2.2. MATERIALS AND WORKMANSHIP

2.3. PERMITS

2.4. COMPLIANCE WITH ALL GOVERNMENT REGULATIONS

2.5. SUPERINTENDENCE

2.6. INSPECTION

2.7. SEVERABILITY

2.8. ACCESS TO RECORDS

2.9. WAIVER

2.10. ASSIGNMENT/ SUBCONTRACT

2.11. SUCCESSORS IN INTEREST

2.12. COUNTY'S RIGHT TO DO WORK

2.13. OTHER CONTRACTS

3. WAGES AND LABOR

3.1. MINIMUM WAGE RATES ON PUBLIC WORKS

3.2. PAYROLL CERTIFICATION AND FEE REQUIREMENTS; ADDITIONAL RETAINAGE

3.3. PROMPT PAYMENT AND CONTRACT CONDITIONS

3.4. SUBCONTRACTOR REQUIREMENTS

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3.5. CONTRIBUTIONS

3.6. LIENS / CLAIMS

3.7. DEPARTMENT OF REVENUE

3.8. WORKERS COMPENSATION

3.9. EMPLOYMENT STANDARDS

3.10. LABOR RELATIONS

3.11. PAYMENT FOR MEDICAL CARE

4. CHANGES IN THE WORK

4.1. TERMS

4.2. DELAYS

4.3. CLAIMS REVIEW PROCESS

5. PAYMENTS

5.1. SCHEDULE OF VALUES

5.2. APPLICATIONS FOR PAYMENT

5.3. RETAINAGE

5.4. FINAL PAYMENT

6. JOB SITE CONDITIONS

6.1. USE OF PREMISES

6.2. PROTECTION OF WORKERS, PROPERTY, PUBLIC AND THE ENVIRONMENT

6.3. CUTTING AND PATCHING

6.4. CLEANUP

6.5. ENVIRONMENTAL CONTAMINATION

6.6. ENVIRONMENTAL POLLUTION

7. FORCE MAJEURE

8. INDEMNIFICATION AND INSURANCE REQUIREMENTS:

9. SCHEDULE OF WORK

9.1. CONTRACT PERIOD

9.2. SCHEDULE

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10. CORRECTION OF WORK

10.1. CORRECTION OF WORK BEFORE FINAL PAYMENT

10.2. WARRANTY WORK

10.3. PATENT OR FRANCHISE INFRINGEMENT

11. SUSPENSION AND/OR TERMINATION OF THE WORK

11.1. COUNTY'S RIGHT TO SUSPEND THE WORK

11.2. CONTRACTOR'S RESPONSIBILITIES

11.3. COMPENSATION FOR SUSPENSION

11.4. COUNTY'S RIGHT TO TERMINATE CONTRACT

11.5. COUNTY'S RIGHT TO TERMINATE FOR CONVENIENCE

11.6. ACTION UPON TERMINATION

12. CONTRACT CLOSE OUT

12.1. AS-BUILT DOCUMENTS

12.2. RELEASE OF LIENS AND CLAIMS

12.3. NOTICES

12.4. EXTRA MATERIALS

12.5. ENVIRONMENTAL CLEAN-UP

12.6. OTHER CONTRACTOR RESPONSIBILITIES

13. LEGAL RELATIONS AND RESPONSIBILITY TO PUBLIC

13.1. APPLICABLE LAWS

13.2. ENVIRONMENTAL and NATURAL RESOURCES

13.3. ORDER OF PRECEDENCE

13.4. ENDANGERED SPECIES

13.5. NO WAIVER

13.6. CLAIMS FOR RELIEF

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1. DEFINITIONS/GENERAL PROVISIONS

1.1. DEFINITION OF TERMS

1.1.1. In the Contract Documents the following terms shall be as defined below:

ARCHITECT/ENGINEER - the person, firm, or corporation, so identified, appointed by the

County to make plans and specifications of the Work contemplated by the Contract.

BID - a competitive offer, which is binding on the bidder, in which price, delivery (or project completion), and conformance to the specifications and the requirements of the

Invitation to Bid will be the predominant award criteria.

BIDDER - an individual, firm or corporation who submits a Bid in response to a public contracting agency's Invitation to Bid.

CLAIM - a resubmitted change request that has been previously denied by the County's

Authorized Representative.

CONTRACT - the written agreement between the County and the Contractor describing the Work to be done and the obligations between the parties.

CONTRACT DOCUMENTS - consists of the Invitation to Bid including any bid addenda, General Instructions to Bidders, General Conditions, Special Instructions, if any, accepted Bid, the Contract and Amendments thereto, if any, Performance Bond, Payment Bond, Plans, Specifications, approved shop drawings, and approved change orders.

CONTRACT PERIOD - set forth in these Contract Documents which shall begin with the issuance of the Notice to Proceed and conclude upon Final Completion.

CONTRACT PRICE - the total of the awarded bid amount, including any approved alternates, and any fully executed change orders.

CONTRACTOR - the individual, firm, or corporation awarded the Contract for the Work contemplated.

COUNTY - Washington County acting through the Department of Support Services, Facilities Management Division.

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COUNTY'S AUTHORIZED REPRESENTATIVE - those individuals identified in writing by the

County to act on behalf of the County for this project.

DAYS - calendar days, including weekdays, weekends, and holidays, unless otherwise specified.

DIRECT COSTS - Unless otherwise provided in the Contract Documents, Direct Cost shall be limited to the following: cost of materials, including sales tax and cost of delivery;

cost of labor, including Social Security, old age, and unemployment insurance; fringe benefits required by agreement or custom; worker’s compensation insurance; bond premiums; rental value of equipment, and machinery; and the additional costs of field personnel directly attributable to the change. Contractor may not include its federal, state, or local tax obligations as part of the cost to perform work under this contract.

FINAL COMPLETION - the final completion of all requirements under the Contract, including Contract Close-out (Section 12) and final payment made and all retainage, if any, released.

FORCE MAJEURE - an inevitable act, event, happening, or occurrence that results entirely from natural causes and is in no sense attributable to human agency.

NOTICE TO PROCEED - official written notice from the County indicating that all initial contract requirements, including the Contract, performance and payment bonds, and certificate of insurance, have been fully executed and submitted in a suitable form and that the Contractor may proceed with the Work defined in the Contract Documents.

OVERHEAD - The following items shall be included in Contractor's markup (general and administrative expense and profit) and shall not be charged as direct cost of the Work:

Personnel above the level of foreman (i.e., superintendents and project managers);

equipment owned or leased by the Contractor (i.e., job trailers, small tools); expenses of

Contractor's offices including personnel; and general and administrative expenses.

PLANS - the drawings that show the location, type, dimensions, and details of the work to be done under the contract.

PROJECT - the specific work to be performed as described in the Contract Documents.

PUNCHLIST - the list of work yet to be completed or deficiencies that need to be corrected in order to achieve final completion of the contract.

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PURCHASING MANAGER - agent of the County as identified by the County.

SPECIFICATIONS - this publication and all publications to which are referred in this publication. Also supplemental specifications, special provisions, and documents referred to and/or incorporated by reference with the Contract Documents; together with all signed, written agreements pertaining to the method and manner of doing the work, or to the quantities or qualities of materials to be furnished under the contract.

SUBCONTRACTOR - the individual, firm, or corporation having a direct contract with the

Contractor, or another subcontractor, to perform a portion of one or more items of the

Work.

SUBSTANTIAL COMPLETION - the date when the County accepts in writing the construction, alteration or repair of the improvement to real property or any designated portion thereof as having reached that state of completion when it may be used or occupied for its intended purpose. (Refer also to Section 12.3)

SUBSTITUTIONS - items that are the same or better in function, performance, reliability, quality, and general configuration as that product(s) specified. Approval of the substitute item will be solely determined by the County’s Authorized Representative.

The decision of the County's Authorized Representative is final.

SUPPORT SERVICES - Washington County, Department of Support Services.

WASHINGTON COUNTY - the County, its Board of County Commissioners, officers, employees, and agents.

WORK - the furnishing of all materials, equipment, labor, and incidentals necessary to successfully complete any individual item or the entire Contract and the carrying out of duties and obligations imposed by the Contract Documents.

1.2. SCOPE OF WORK

The Work contemplated under this Contract includes all labor, materials, transportation, equipment, and services for, and incidental to, the completion of all construction work in connection with the project described in the Contract Documents. The Contractor shall perform other work necessary to render the project complete and usable.

1.3. INTERPRETATION OF DOCUMENTS

The Contract Documents are intended to be complementary. Whatever is called for in one is interpreted to be called for in all. However, in the event of conflicts or

Revised 2024-05-29 Page 7 discrepancies among the Contract Documents, interpretations will be based on the following priorities:

a) The Contract, and Amendments to same, with those of later date having precedence over those of an earlier date;

b) The Special Instructions;

c) The General Conditions of the Contract;

d) Specifications and Plans and notes on Plans;

e) Specifications override Drawings.

1.3.1. In the case of an inconsistency between Plans and Specifications or within either document not clarified by addendum, the better quality or greater quantity of Work shall be provided in accordance with the County's Authorized Representative's interpretation.

1.3.2. If the Contractor finds discrepancies in, or omissions from the Contract Documents, or if the Contractor is in doubt as to their meaning, the Contractor shall at once notify the

County's Authorized Representative, in writing. Contractor shall not proceed without direction in writing from the County's Authorized Representative. Contractor proceeds at its own risk if it has not obtained such direction.

1.3.3. Reference to standard specifications, manuals, or codes of any technical society, organization or association, or to the laws or regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or laws or regulations in effect in the jurisdiction where the project is occurring on the first published date of the Solicitation Document, except as may be otherwise specifically stated.

1.4. EXAMINATION OF PLANS, SPECIFICATIONS, AND SITE OF WORK

Submission of bid shall certify that the Contractor, before submitting a Bid, has made a careful examination of, and understands, the Contract Documents; has become fully informed as to, and understands, the quality and quantity of materials and the character of the Work required; and has made a careful examination, and understands, the location and conditions of the Work and the sources of supply for materials. The County will in no case be responsible for any loss or for any unanticipated costs that may be suffered by the Contractor as a result of the Contractor's failure to acquire full information in advance in regard to all conditions pertaining to the Work. No oral agreement or conversation with any officer, agent, or personnel of the County, or with the Architect/Engineer either before or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained.

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1.5. INDEPENDENT CONTRACTOR STATUS

The service or services to be rendered under this Contract are those of an independent contractor as defined in ORS 670.600. Contractor is not an officer, employee or agent of the County as those terms are used in ORS30.265.

1.6. RETIREMENT SYSTEM STATUS

Contractor is not a contributing member of the Public Employees' Retirement System and will be responsible for any federal or state taxes applicable to payment received under this Contract.

1.7. GOVERNMENT EMPLOYMENT STATUS

1.7.1. If payment due under this contract is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government. This does not preclude the Contractor from holding another contract with the Federal Government.

1.7.2. Contractor certifies it is not an employee of the State of Oregon, or Washington County, for purposes of performing work under this Contract.

2. ADMINISTRATION OF THE CONTRACT

2.1. CONTRACTOR'S RESPONSIBILITY TO MITIGATE IMPACTS

2.1.1. The Contractor is responsible to mitigate any impacts to the Project, including authorized changes, which may affect cost, schedule, or quality.

2.1.2. The Contractor is responsible for the actions of all its personnel, laborers, suppliers, and subcontractors to the Project, in performance of the contract.

2.1.3. The Contractor is responsible for using Procore as a Project Information Management tool.

2.2. MATERIALS AND WORKMANSHIP

The intent of the Contract Documents is to provide for the construction and completion in every detail of the Work described. All Work shall be performed in a professional manner and unless the means or methods of performing a task are specified elsewhere in the Contract Documents, Contractor shall employ methods that are generally accepted and in accordance with industry standards.

2.2.1. The Contractor is responsible to perform the Work as required by the Contract

Documents. Defective work shall be corrected at the Contractor's expense.

2.2.2. Work done and materials furnished shall be subject to inspection and/or observation and

Revised 2024-05-29 Page 9 testing by the County's Authorized Representative to determine if the work and materials conform to the Contract Documents. Inspection of the Work by the County's Authorized

Representative does not relieve the Contractor of responsibility for the Work in accordance with the Contract Documents.

2.2.3. Contractor shall furnish adequate facilities, as required, for the County's Authorized

Representative to have safe access to the Work (Walkways, railings, ladders, tunnels, platforms, etc.). Producers, suppliers, and fabricators shall also provide proper facilities and access to their facilities.

2.2.4. The Contractor shall furnish samples of materials for testing by the County's Authorized

Representative and include the cost of the samples in the Contract Price.

2.3. PERMITS

Contractor shall obtain and pay for all necessary permits and licenses, except for those specifically excluded in the Special Conditions, for the construction of the Work, for temporary obstructions, enclosures, opening of streets for pipes, walls, utilities, environmental, etc., as required for the project. Contractor shall be responsible for all violations of the law, in connection with the construction of the Project including obstructing streets, sidewalks or otherwise. Contractor shall give all requisite notices to public authorities. The Contractor shall pay all royalties and license fees and shall defend all suits or claims for infringement of any patent rights and save harmless and blameless from loss, on account thereof, Washington County.

2.4. COMPLIANCE WITH ALL GOVERNMENT REGULATIONS

Contractor shall comply with all federal, state and local laws, codes, regulations and ordinances applicable to the Work. Failure to comply with such requirements shall constitute a breach of Contract and shall be grounds for Contract termination. The

County’s performance under the contract is conditioned upon Contractor’s compliance with the provisions of ORS 279C.505, 279C.510, 279C.515, 279C.520 and 279C.530, which are incorporated by reference herein. Damages or costs resulting from noncompliance shall be the responsibility of Contractor.

2.4.1. Contractor shall comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations; and

a) Contractor shall not discriminate against disadvantaged, minority, women, or emerging small business enterprises in the awarding of subcontracts, ORS 279A.110.

b) Contractor shall maintain, in current and valid form, all licenses and certificates required by law, regulation, or this Contract when performing the Work.

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c) Failure to comply with any or all of the requirements of Paragraph 2.4.1 shall be a breach of Contract and constitute grounds for Contract termination. Damages or costs resulting from such noncompliance shall be the responsibility of Contractor.

2.4.2. Unless contrary to federal law, Contractor shall certify that it shall not accept a bid or proposal from subcontractors to perform work as described in ORS 701.005 under this

Contract unless such subcontractors are registered with the Construction Contractors

Board in accordance with ORS 701.026 at the time they submit their bids or proposals to the Contractor.

2.5. SUPERINTENDENCE

Contractor shall keep on the site, during the progress of the Work, a competent superintendent and any necessary assistants who shall be satisfactory to the County and who shall represent the Contractor on the site.

2.6. INSPECTION

2.6.1. County's Authorized Representative shall have access to the Work at all times.

2.6.2. Inspection of the Work will be made by the County's Authorized Representative at its discretion. Any work found to be not in conformance with the Contract Documents, as determined by the County's Authorized Representative, shall be removed and replaced at the Contractor's expense.

2.6.3. As required by the Contract Documents, work done or materials used without inspection or testing by the County's Authorized Representative may be ordered removed at the

Contractor's expense.

2.6.4. If directed to do so any time before the Work is accepted, the Contractor shall uncover portions of the completed Work for inspection. After inspection, the Contractor shall restore such portions of Work to the standard required by the Contract. If the Work uncovered is unacceptable or was done without sufficient notice to the County's

Authorized Representative, the uncovering and restoration shall be done at the

Contractor's expense. If the Work uncovered is acceptable and was done with sufficient notice to the County's Authorized Representative, the uncovering and restoration will be paid for as a change order.

2.6.5. When the United States government participates in the cost of the Work, or the County has an agreement with other public or private organizations, or if any portion of the Work is being performed for a third party or in close proximity to third party facilities, representatives of these organizations shall have the right to inspect the Work affecting

Revised 2024-05-29 Page 11 their interests or property. The right to inspect shall not make them a party to the

Contract and shall not interfere with the rights of the parties to the Contract. Instructions or orders of third parties shall be transmitted to the Contractor, through the County's

Authorized Representative.

2.7. SEVERABILITY

If any term or provision of the Contract Documents is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid.

2.8. ACCESS TO RECORDS

2.8.1. Contractor shall keep, at all times on the work site, a copy of the complete Contract

Documents and current as-builts, and shall at all times give the County's Authorized

Representative access thereto.

2.8.2. Washington County and its duly authorized representatives shall have access to, for a period not less than three (3) years after acceptance of the Project, all books, documents, papers and records of Contractor which are pertinent to the Contract including records pertaining to overhead and indirect cost pools, for the purpose of making audit, examination, excerpts and transcripts. If for any reason, any part of the Contract is involved in litigation, Contractor shall retain all pertinent records until all litigation is resolved. Washington County, and/or its agents will continue to be provided full access to the records during litigation.

2.9. WAIVER

Failure of the County to enforce any provision of this Contract shall not constitute a waiver or relinquishment by the County of the right to such performance in the future nor of the right to enforce any other provision of this Contract.

2.10. ASSIGNMENT/ SUBCONTRACT

2.10.1. Contractor shall not assign, sell, or transfer rights, or delegate responsibilities under this

Contract, in whole or in part, without the prior consent of the County’s Authorized

Representative. No such written approval shall relieve Contractor of any obligation of this

Contract, and any transferee shall be considered the agent of the Contractor and bound to perform in accordance with the Contract Documents. Contractor shall remain liable as between the original parties to the Contract as if no assignment had occurred.

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2.10.2. All contracts with subcontractors or suppliers shall have provisions making the contract assignable to the County, at the option of the County, if the Contractor terminates or is terminated, goes out of business, declares bankruptcy, or is otherwise is unable to perform provided that the County gives the subcontractor notice of assignment within fourteen (14) days of learning of the inability of the Contractor to perform.

2.11. SUCCESSORS IN INTEREST

The provisions of this Contract shall be binding upon and shall accrue to the benefit of the parties to the Contract and their respective successors and assigns.

2.12. COUNTY'S RIGHT TO DO WORK

At any time and without prejudicing this Contract, the County may perform work with its own personnel or separate contractor. The Contractor shall fully cooperate with any and all County forces without additional cost to the County.

2.13. OTHER CONTRACTS

In all cases and at any time, the County has the right to execute other contracts related to or unrelated to the work of this Contract. The Contractor of this Contract will fully cooperate with any and all other contractors without additional cost to the County.

3. WAGES AND LABOR

3.1. MINIMUM WAGE RATES ON PUBLIC WORKS

When the project contract price exceeds $50,000, the Contractor shall comply fully with the provisions of ORS279C.800 through 279C.870. Documents establishing those conditions, as determined by the Commissioner of the Bureau of Labor and Industries

(BOLI), are included in these Contract Documents by reference.

3.2. PAYROLL CERTIFICATION AND FEE REQUIREMENTS; ADDITIONAL RETAINAGE

Pursuant to ORS 279C.845, Contractor and its subcontractors shall submit complete certified statements of payrolls for each week and submit as follows:

3.2.1. Each certified statement required by this section shall be delivered or mailed by the contractor or subcontractor to the County. Certified statements for each week during which the contractor or subcontractor employs a worker upon the public work shall be submitted once a month, by the fifth business day of the following month. Information submitted on certified statements may be used only to ensure compliance with the provisions of ORS 279C.800 to 279C.870.

3.2.2. Pursuant to ORS 279C.845(7), the County shall retain twenty-five percent (25%) of any

Revised 2024-05-29 Page 13 amount earned by the Contractor on this public works project until the Contractor has filed the certified statements required by Section 3.2.1. The County shall pay to the

Contractor the amount retained under this subsection within fourteen (14) days after the

Contractor files the required certified statements, regardless of whether a Subcontractor has failed to file certified statements.

3.2.3. Pursuant to ORS 279C.845(8), the Contractor shall retain twenty-five percent (25%) of any amount earned by a first-tier Subcontractor on this public works project until the first-tier

Subcontractor has filed with the County the certified statements required by Section

3.2.1. Before paying any amount retained under this subsection, the Contractor shall verify that the first-tier Subcontractor has filed the certified statement. Within fourteen

(14) days after the first-tier Subcontractor files the required certified statement the

Contractor shall pay the first-tier Subcontractor any amount retained under this subsection.

3.3. PROMPT PAYMENT AND CONTRACT CONDITIONS

3.3.1. Pursuant to ORS 279C.505 and as a condition precedent to the County’s performance hereunder, the Contractor shall:

a) Make payment promptly, as due, to all persons supplying to Contractor labor or materials for the prosecution of the Work provided for in this Contract.

b) Pay all contributions or amounts due the State Industrial Accident Fund from such Contractor or Subcontractor incurred in the performance of the Contract.

c) Not permit any lien or claim to be filed or prosecuted against the County on account of any labor or material furnished. Contractor will not assign any claims that Contractor has against County, or assign any sums due by County, to Subcontractors, suppliers, or manufacturers, and will not make any agreement or act in any way to give Subcontractors a claim or standing to make a claim against the County.

d) Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

e) Demonstrate that an employee drug testing program is in place.

3.3.2. Pursuant to ORS 279C.515, and as a condition to the County’s performance, Contractor agrees:

a) If the Contractor fails, neglects, or refuses, to make prompt payment of any claim for labor or services furnished to the Contractor or a Subcontractor by any person in connection with the project as such claim becomes due, the proper officer(s)

Revised 2024-05-29 Page 14 representing the County may pay the claim and change the amount of payment against funds due or to become due the Contractor under this Contract. Payment of claims in this manner shall not relieve the Contractor or the Contractor’s surety from obligation with respect to any unpaid claims.

b) If the Contractor or a first-tier Subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public contract for a public improvement within thirty (30) days after receipt of payment from the County or a contractor, the contractor or first-tier subcontractor shall owe the person the amount due plus interest charges commencing at the end of the ten

(10) day period that payment is due under ORS 279C.580(4) and ending upon final payment, unless payment is subject to a good faith dispute as defined in ORS 279C.580. The rate of interest charged to the Contractor or first-tier Subcontractor on the amount due shall equal three (3) times the discount rate on ninety (90) day commercial paper in effect at the Federal Reserve Bank in the Federal Reserve district that includes Oregon on the date that is thirty (30) days after the date when payment was received from the County or from the Contractor, but the rate of interest shall not exceed thirty percent (30%). The amount of interest may not be waived.

c) If the Contractor or a Subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the Contract, the person may file a complaint with the Construction Contractors Board, unless payment is subject to a good faith dispute as defined in ORS 279C.580. Every contract related to this Contract shall contain a similar clause.

3.4. SUBCONTRACTOR REQUIREMENTS

Pursuant to ORS 279C.580, Contractor shall include in each subcontract for property or services entered into by the Contractor with any first-tier subcontractor, including a material supplier, for the purpose of performing a construction contract:

3.4.1. A payment clause that obligates the Contractor to pay the first-tier Subcontractor for satisfactory performance under its subcontract within ten (10) days out of such amounts as are paid to the Contractor by the County under the contract;

3.4.2. An interest penalty clause that obligates the Contractor if payment is not made within thirty (30) days after receipt of payment from the County, to pay to the first-tier

Subcontractor an interest penalty on amounts due in the case of each payment not made in accordance with the payment clause included in the subcontract pursuant to 3.4.1 of this Section. Contractor or first-tier Subcontractor shall not be obligated to pay an interest penalty if the only reason that the Contractor or first-tier subcontractor did not make payment when payment was due is that the Contractor or first-tier Subcontractor did not receive payment from the County or Contractor when payment was due.

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3.4.3. A clause which requires each of Contractor’s Subcontractor’s to include, in each of their contracts with lower-tier Subcontractors or suppliers, provisions to the effect that the first-tier Subcontractor shall pay its lower-tier Subcontractors and suppliers in accordance with the provisions of Paragraphs 3.4.1 and 3.4.2, above and requiring each of their

Subcontractors and suppliers to include such clauses in their subcontracts and supply contracts.

3.5. CONTRIBUTIONS

Pay all contributions or amounts due the State Industrial Accident Fund and the State

Unemployment Compensation Trust Fund from such Contractor or subcontractor incurred in the performance of the Contract.

3.6. LIENS / CLAIMS

Not permit any lien or claim to be filed or prosecuted against the state, County, school district, municipality, municipal corporation or subdivision, on account of any labor or material furnished.

3.7. DEPARTMENT OF REVENUE

Pay to the Department of Revenue all sums withheld from employees pursuant to ORS

316.167.

3.8. WORKERS COMPENSATION

All employers, including the Contractor, that employ subject workers who work under this contract in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage, unless such employers are exempt under

ORS 656.126. Contractor shall ensure that each of its Subcontractors complies with these requirements.

3.9. EMPLOYMENT STANDARDS

The Contractor agrees that upon request by the County, it shall remove from County premises any of Contractor’s employees, subcontractors or agents who, in the reasonable opinion of the County, are guilty of improper conduct; bringing any unauthorized personnel (including their own children) into a County facility; or are involved with the unauthorized use of County equipment or are not qualified to perform the work assigned.

3.10. LABOR RELATIONS

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Contractor agrees to take immediate and reasonable steps to maintain its provision of service under this contract in the event of any labor action involving its employees on

County premises or elsewhere.

3.11. PAYMENT FOR MEDICAL CARE

Pursuant to ORS 279C.530, and as a condition to County's performance hereunder, Contractor shall promptly, as due, make payment to any person, partnership, association or corporation furnishing medical, surgical, and hospital care or other needed care and attention, incident to sickness or injury, to the employees of such

Contractor, all sums of which the Contractor agrees to pay for such services and all moneys and sums which the Contractor has collected or deducted from the wages of personnel pursuant to any law, contract or agreement for the purpose of providing or paying for such services.

4. CHANGES IN THE WORK

4.1. TERMS

4.1.1. The terms of this Contract shall not be waived, altered, modified, supplemented or amended in any manner whatsoever, without prior written approval of the County's

Authorized Representative.

4.1.2. It is mutually agreed that changes in plans, quantities, or details of construction are inherent to the nature of construction and may be necessary or desirable during the course of construction. The County's Authorized Representative may at any time, without notice to the sureties, either increase or decrease the amount of work to be performed under the Contract. Without impairing the Contract, the County reserves the right to require changes determined necessary or desirable to complete the proposed construction within the general scope of the Contract. These changes may include, but are not limited to:

a) Specifications and design,

b) Increases or decreases in quantities,

c) Additional work,

d) Elimination of any Contract item,

e) Duration of project,

f) Acceleration or delay in performance of work.

4.1.3. The County and Contractor agree that changes shall be administered and compensated

Revised 2024-05-29 Page 17 according to the following.

a) Unit pricing may be utilized at the County’s option when unit prices or solicitation alternates were provided that established the cost for additional Work, and a binding obligation exists under the Contract on the parties covering the terms and conditions of the additional Work.

b) If the Owner elects not to utilize unit pricing, or in the event that unit pricing is not available or appropriate, fixed pricing may be used for Change Order Work. In fixed pricing the basis of payments or total price shall be agreed upon in writing between the parties to the Contract and shall be established before the Work is done whenever feasible. The mark-ups set forth in 4.1.3 shall be utilized by the parties as a guide in establishing fixed pricing and will not be exceeded by Owner without adequate justification. Cost and price data relating to Change Orders shall be supplied by Contractor to Owner upon request, but Owner shall be under no obligation to make such requests.

c) Any Contract Amendment including change orders, extra work, field orders, or other changes in the Contract Documents which modifies the original Contract, may be made with the Contractor without competitive bidding as allowed by the County Rules of Procurement, Division 40.

4.1.4. In the event there are any changes or extra work of a class not covered by the prices included in the Contract Documents, the basis of payments shall be agreed upon in writing between the Parties to the Contract before the Work is done. If basis for payment cannot be agreed upon prior to the beginning of the Work, and if so directed by the

County's Authorized Representative, then work shall be performed on the basis of furnishing direct labor, equipment, and material costs on all work performed.

4.1.5. In either case, in addition to direct costs for the change or extra work, up to the following amounts may be added to the Contractor's or sub-contractor's direct costs to cover

Overhead as defined in Item 1 of this Section (Definition of Terms/General Provisions) for work performed with rented Equipment, and installed Materials may receive a supplemental mark-up of 15%. A Contractor’s or sub-contractor’s labor will not receive a supplemental mark-up any kind.

4.1.6. When work is performed by an authorized subcontractor, the Contractor will be allowed a supplemental mark-up on each piece of subcontract work covered by the change order up to 15%. A Contractor will not receive a supplemental mark-up on a subcontractors labor.

4.1.7. These payments made to the Contractor will be complete compensation for overhead, profit, rent, electricity, internet, and all other costs that were incurred by the Contractor or by other forces furnished by the Contractor, including subcontractors. These payments

Revised 2024-05-29 Page 18 apply to all change order work. No other reimbursement, compensation, or payment will be made. The County will not pay for additional bond on Change Orders.

4.1.8. Deductive changes are those which reduce the scope of the work. All deductive changes will be negotiated using the percentages for labor, equipment, material and subcontractor mark-ups as provided herein.

4.1.9. If any change under this section causes an increase or decrease in the Contractor's cost of, or the time required for the performance of any part of the work under this Contract, the

Contractor must submit a written statement setting forth the nature and specific extent of the claim, including all time and cost impacts against the Contract as soon as possible, but no later than thirty (30) days after receipt of any written notice of modification of the

Contract.

4.1.10. No claim by the Contractor for additional costs shall be allowed if made after receipt of final payment application under this Contract.

4.1.11. All change order work shall be executed under the conditions of the Contract Documents except that any claim for extension of time caused thereby shall be adjusted at the time of ordering such change.

4.1.12. If the Contractor discovers site conditions which differ materially from what was represented in the Contract Documents, viewed during the walk through, or from conditions that would normally be expected to exist and be inherent to the construction activities defined in the Contract Documents, the Contractor shall notify the County's

Authorized Representative immediately and before the area has been disturbed. The

County's Authorized Representative will investigate the area and make a determination as to whether or not the conditions differ materially from either the conditions stated in the

Contract Documents or those which could reasonably be expected in execution of this particular Contract. If it is determined that a differing site condition exists, any compensation or credit will be determined based on Item 4, Changes in the Work. If the

Contractor does not concur with the decision of the County's Authorized Representative and/or believes that it is entitled to additional compensation, the Contractor may proceed to file a claim.

4.1.13. It is understood that changes in the work are inherent to construction of this type. The

Contractor is notified that numerous changes are anticipated and that there will be no compensation made to the Contractor directly related to the number of changes. Each change will be evaluated for extension of Contract time and increase or decrease in

Revised 2024-05-29 Page 19 compensation based on its own merit.

4.2. DELAYS

4.2.1. If the Contractor or Work is delayed by any actions of the County, County's Authorized

Representative, or any other employee or agent of the County, or by separate contractor employed by the County, or by Force Majeure, the Contractor shall submit a written notification of the delay to the County's Authorized Representative within two (2) working days of the delay. This notice shall state the cause of the asserted delay, the Project components impacted by the delay, and the anticipated time extension necessary to compensate for the delay and impact on progress of the Work and final completion.

Within (7) seven days after the cause of the delay has been mitigated, or in no case more than thirty (30) days after the initial notice, the Contractor shall submit to the County's

Authorized Representative, a complete and detailed request for additional time resulting from the delay. The request shall be reviewed as described in Item 4.3 Claims Review

Process. Failure to comply with the deadlines constitutes a waiver of any claim for additional time.

4.2.2. Avoidable delays include delays which could have been avoided by the exercise of care, prudence, foresight, and diligence on the part of the Contractor or its subcontractors, including, but not limited to, the following:

a) Delays that may in themselves be unavoidable, but which affect only a portion of the work and do not necessarily prevent or delay the prosecution of other parts of the work nor the completion of the whole work within the contract time.

b) Delays that do not impact activities on the accepted critical path schedule.

c) Time associated with the reasonable interference of other contractors employed by the County that do not necessarily prevent the completion of the whole work within the contract time.

4.2.3. Unavoidable delays include those which result from causes beyond the control of the

Contractor, and which could not have been avoided by the exercise of care, prudence, foresight, and diligence on the part of the Contractor or its subcontractors. Delays caused by Force Majeure, war, public enemy, freight embargoes, and strikes that occur despite the Contractor's reasonable efforts to avoid them, shall be considered as unavoidable.

4.2.4. The County may grant a time extension for progress of the Work and final completion due to avoidable delay if the County deems it is in its best interest. Except as otherwise provided in ORS 279C.315, time extensions for avoidable or unavoidable delays shall not be compensable. Only delays within the reasonable control of the County shall be

Revised 2024-05-29 Page 20 compensable.

4.2.5. Claims by the Contractor based on adverse weather conditions must be substantiated by documentation that weather conditions were abnormal for the specific time period claimed, could not have been anticipated by the contractor, and adversely impacted the project. A rain, windstorm, high water, or other natural phenomenon for the specific locality of the work, which might reasonably have been anticipated from historical records of the general locality of the work, shall not be construed as abnormal. It is hereby agreed that rainfall greater than the following cannot be reasonably anticipated:

a) Daily rainfall equal to, or greater than, 0.50 inch during a month when the monthly rainfall exceeds the normal monthly average by twenty-five percent (25%) or more.

b) Daily rainfall equal to, or greater than, 0.75 inch at any time.

Note: The Office of the Environmental Data Service of the National Oceanic and Atmospheric Administration (NOAA) of the U.S. Department of Commerce nearest the project site shall be considered the official agency of record for weather information.

4.3. CLAIMS REVIEW PROCESS

4.3.1. All claims shall be made in writing to the County's Authorized Representative not more than ten (10) days from the date of the occurrence of the event which gives rise to the claim or not more than ten (10) days from the date that the Contractor knew or should have known of the problem. Unless the claim is made in accordance with these time requirements, it shall be waived.

4.3.2. All claims shall be submitted in writing and shall include a detailed, factual statement of the basis of the claim, pertinent dates, Contract provisions which support or allow the claim, reference to or copies of any documents which support the claim, the exact dollar value of the claim, and specific time extension requested for the claim. If the claim involves work to be completed by subcontractors, the Contractor will analyze and evaluate the merits of the subcontractor claim prior to forwarding it and that analysis and evaluation to the County's Authorized Representative. The County will not consider direct claims from subcontractors, suppliers, manufacturers, or others that are not a party to this Contract.

4.3.3. The County's Authorized Representative will review all claims and take one or more of the following preliminary actions within ten (10) days of receipt of a claim: (1) request additional supporting information from the Contractor; (2) inform the Contractor and

County in writing of the time required for adequate review and response; (3) reject the

Revised 2024-05-29 Page 21 claim in whole or in part and identify the reasons for rejection; (4) recommend approval of all or part of the claim; or (5) propose an alternate resolution.

4.3.4. The County's Authorized Representative's decision shall be final and binding on the

Contractor unless the Contractor appeals by written notice to the County within fifteen

(15) days of receipt of the decision. The Contractor must present written documentation supporting the claim within fifteen (15) days of the notice of appeal. After receiving the appeal documentation, the County shall review the materials and render a decision within thirty (30) days after receiving documentation.

4.3.5. The decision of the County shall be final and binding unless the Contractor requests mediation within fifteen (15) days of receipt of the County's decision. The mediation process shall be non-binding. Notwithstanding any other provision, the Parties may agree to postpone mediation of one or more claims until after substantial completion.

4.3.6. The Parties shall submit to mediation prior to the commencement of litigation. The mediator shall be an individual mutually acceptable to both Parties. Should the Parties be unable to agree on a mediator, the Parties will look to the local circuit court or the Oregon

Dispute Resolution Commission for selection. Each Party will pay its own costs for the time and effort involved in mediation. The cost of the mediator shall be split equally between the two Parties. Both Parties agree to exercise their best effort in good faith to resolve all disputes in mediation. Participation in mediation is a mandatory requirement on both the

County and the Contractor. The schedule and time allowed for mediation will be mutually acceptable but shall be no less than thirty (30) days unless it is agreed that further mediation would be fruitless.

4.3.7. Regardless of the review period or the final decision of the County's Authorized

Representative, the Contractor shall continue to diligently pursue the work as identified in the Contract Documents. In no case is the Contractor justified or allowed to cease, or otherwise delay, work without a written stop work order from the County or County's

Authorized Representative.

5. PAYMENTS

5.1. SCHEDULE OF VALUES

The Contractor shall submit, at least ten (10) days prior to submission of its first application for progress payment, a schedule of values for the contracted Work. This schedule will provide a breakdown of values for the contracted Work and will be the basis for progress payments. The breakdown will demonstrate reasonable, identifiable, and measurable components of the

Revised 2024-05-29 Page 22

Work. Unless objected to by the County's Authorized Representative, this schedule shall be used as the basis for reviewing Contractor's applications for payment.

5.2. APPLICATIONS FOR PAYMENT

5.2.1. County shall make progress payments on the Contract monthly as work progresses.

Payments shall be based upon estimates of work completed and schedule of values. All payments shall be approved by the County's Authorized Representative. A progress payment shall not be considered acceptance or approval of any work or waiver of any defects therein. County shall pay to Contractor interest at the rate determined under ORS

279C.570 on the progress payment, not including retainage, due the Contractor. The interest shall commence thirty (30) days after the receipt of invoice from the Contractor or fifteen (15) days after the payment is approved by the County's Authorized

Representative, whichever is the earlier date.

5.2.2. Contractor shall submit to the County's Authorized Representative, an application for each payment and, if required, receipts or other vouchers showing payments for materials and labor including payments to Subcontractors. Contractor shall include, in its application for payment, a schedule of the percentages of the various parts of the Work completed, based on the Schedule of Values which shall aggregate to the payment application total, and shall include, on the face of each copy thereof, a certificate in substantially the following form:

"I, the undersigned, hereby certify that the above bill is true and correct, and the payment therefore, has not been received.

Signed: "

5.2.3. Generally, request for payment will be accepted only for materials that have been installed. Under special conditions, payment requests for stored materials will be accepted. Such a payment will be subject to the following conditions:

a) The request for stored material shall be submitted at least thirty (30) days in advance of the Application for Payment on which it appears. Requests for payment shall be entertained for major equipment, components or expenditures only.

b) The Contractor shall submit invoices showing the quantity and cost of the material stored.

Revised 2024-05-29 Page 23

c) The material shall be stored in a bonded warehouse or at County’s option, onsite, and County's representative shall be granted the right to access the material for the purpose of removal or inspection at any time during the Contract period.

d) The Contractor shall name the County as co-insured on the "all-risk" policy covering the full value of the property while in the care and custody of the Contractor until it is installed. A certificate noting this coverage shall be issued to the County.

e) Payments shall be made for material only. The submitted invoice amount shall be reduced by the cost of transportation for an inspector to check the delivery at out of town storage sites.

f) Within sixty (60) days for the request for payment, the Contractor shall submit evidence of payment covering the material stored.

g) Payment for stored materials shall in no way indicate acceptance of the materials or waive any rights under this Contract for the rejection of the work or materials not in conformance with the Contract Documents. Contractor retains the full risk of loss and is responsible for protecting stored materials. A deduction from progress payments or retainage shall be made for damaged materials. County shall pay Contractor cost plus five percent with no allowance for overhead or profit for reasonable quantities of unused materials that cannot be returned for credit.

h) All required documentation must be submitted with the respective Application for Payment.

5.2.4. The County reserves the right to withhold payment for Work that has been demonstrated or identified as failing to conform with the Contract Documents. Payroll certification is required before payments are made on the Contract. Refer to Section 3.2 for this information.

5.3. RETAINAGE

5.3.1. Retainage shall be in accordance with ORS 279C.550 to 279C.570:

a) County may reserve as retainage from any progress payment, including payment for force account work or…